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WASHINGTON, D.C. -- Anne K. Bingaman, Assistant Attorney
General for the Department of Justice's Antitrust Division,
announced today that the Division will expand its 1978
Corporate Leniency Policy and withdraw the Vertical
Restraints Guidelines issued January 23, 1985.

The changes in antitrust policy, which were announced at
the American Bar Association's annual conference in New York,
will assist the Division in vigorously and effectively
enforcing antitrust laws, Bingaman said.

Under the Division's current Corporate Leniency policy,
corporations that are the first to disclose their involvement
in antitrust violations prior to the beginning of a
government investigation into the violation while also
satisfying other requirements may, at the discretion of the
Division, not be prosecuted for the violation.

The policy change will assure leniency not only to
corporations that meet those standards, Bingaman said, but
also make leniency available, at the Division's discretion,
to
corporations that come forward after the initiation of a government investigation or
that have otherwise failed to qualify for assured leniency.

"By providing greater assurance to corporate counsel and broadening the
circumstances in which leniency is offered, these changes should induce more
corporations to come forward," said Bingaman. "Such a development would increase
the deterrent effect of the antitrust laws and allow a more productive use of the
Division's resources."

In announcing the withdrawal of the Vertical Restraints Guidelines, Bingaman
said, "The Vertical Restraints Guidelines do not set forth the Division's current analysis
of vertical practices and are not consistent with judicial interpretations of the antitrust
laws. They are misleading both to practitioners attempting to counsel clients as well as
businesses attempting to conform with the law. For these reasons, it is appropriate to
withdraw the Vertical Restraints Guidelines."

Vertical Restraints Guidelines pertain to vertical agreements involving firms
within the same chain of distribution of a product. Agreements between a
manufacturer and its wholesaler or between a wholesaler and its retailers are considered
to be vertical agreements. Such agreements frequently attempt to limit the conditions
under which products are resold or the conditions under which distributors may
purchase.

The Department's Vertical Restraints Guidelines were
designed to provide the business community with guidance as to
the Department's antitrust enforcement intentions with respect to
several commonly used forms of vertical restraints in various
economic settings.

By expanding the Corporate Leniency Policy and withdrawing
the Vertical Restraints Guidelines, the Division has made
significant strides to more effectively enforce the antitrust
laws, said Bingaman.

###

93-233

Corporate Leniency Policy

August 10, 1993

CORPORATE LENIENCY POLICY

The Division has a policy of according leniency to
corporations reporting their illegal antitrust activity at an
early stage, if they meet certain conditions. "Leniency" means
not charging such a firm criminally for the activity being
reported. (The policy also is known as the corporate amnesty or
corporate immunity policy.)

A. Leniency Before an Investigation Has Begun

Leniency will be granted to a corporation reporting illegal
activity before an investigation has begun, if the following six
conditions are met:

At the time the corporation comes forward to report the
illegal activity, the Division has not received information
about the illegal activity being reported from any other
source;

The corporation, upon its discovery of the illegal
activity being reported, took prompt and effective action
to terminate its part in the activity;

The corporation reports the wrongdoing with candor and
completeness and provides full, continuing and complete
cooperation to the Division throughout the investigation;

The confession of wrongdoing is truly a corporate act,
as opposed to isolated confessions of individual executives
or officials;

Where possible, the corporation makes restitution to
injured parties; and

The corporation did not coerce another party to
participate in the illegal activity and clearly was not the
leader in, or originator of, the activity.

B. Alternative Requirements for Leniency

If a corporation comes forward to report illegal
antitrust activity and does not meet all six of the
conditions set out in Part A, above, the corporation,
whether it comes forward before or after an investigation
has begun, will be granted leniency if the following seven
conditions are met:

The corporation is the first one to come forward and
qualify for leniency with respect to the illegal activity
being reported;

The Division, at the time the corporation comes in,
does not yet have evidence against the company that is
likely to result in a sustainable conviction;

The corporation, upon its discovery of the illegal
activity being reported, took prompt and effective action
to terminate its part in the activity;

The corporation reports the wrongdoing with candor and
completeness and provides full, continuing and complete
cooperation that advances the Division in its investigation;

The confession of wrongdoing is truly a corporate act,
as opposed to isolated confessions of individual executives
or officials;

Where possible, the corporation makes restitution to
injured parties; and

The Division determines that granting leniency would
not be unfair to others, considering the nature of the
illegal activity, the confessing corporation's role in it,
and when the corporation comes forward.

In applying condition 7, the primary considerations will be
how early the corporation comes forward and whether the
corporation coerced another party to participate in the illegal
activity or clearly was the leader in, or originator of, the
activity. The burden of satisfying condition 7 will be low if
the corporation comes forward before the Division has begun an
investigation into the illegal activity. That burden will
increase the closer the Division comes to having evidence that
is likely to result in a sustainable conviction.

C. Leniency for Corporate Directors, Officers, and Employees

If a corporation qualifies for leniency under Part A, above,
all directors, officers, and employees of the corporation who
admit their involvement in the illegal antitrust activity as
part of the corporate confession will receive leniency, in the
form of not being charged criminally for the illegal activity,
if they admit their wrongdoing with candor and completeness and
continue to assist the Division throughout the investigation.

If a corporation does not qualify for leniency under Part A,
above, the directors, officers, and employees who come forward
with the corporation will be considered for immunity from
criminal prosecution on the same basis as if they had approached
the Division individually.

D. Leniency Procedure

If the staff that receives the request for leniency believes
the corporation qualifies for and should be accorded leniency, it
should forward a favorable recommendation to the Office of
Operations, setting forth the reasons why leniency should be
granted. Staff should not delay making such a recommendation
until a fact memo recommending prosecution of others is prepared.
The Director of Operations will review the request and forward it
to the Assistant Attorney General for final decision. If the
staff recommends against leniency, corporate counsel may wish to
seek an appointment with the Director of Operations to make their
views known. Counsel are not entitled to such a meeting as a
matter of right, but the opportunity will generally be afforded.